Etihad Unlikely to Gain from Jet Deal Soon Corporate THE ECONOMIC TIMES | MUMBAI | FRIDAY | 1...

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N SHIVAPRIYA MUMBAI Virender Aggarwal, ex-Sa- tyam and HCL executive, is shaking things up at the Chen- nai-based Ramco Systems, where he joined as CEO about nine months ago. Ramco is one of India’s few product compa- nies and the only one with an enterprise resource planning software. Aggarwal is attempt- ing to position the technology company in the global market to challenge established giants like SAP and Oracle with its cloud product. This might seem far-fetched for a company that has a frac- tion of the clients and is racking up losses, but there are enough indicators to show there is a ma- keover in progress at Ramco. “There is nothing to guaran- tee it will work out. But there is a tectonic shift in technology and we are at the right place at the right time,” said Aggarwal, who quit his last assignment in search of more excitement. “It’s a feeling of being there, done that. Outsourcing today is as interesting as producing cement. It’s more headcount based.” And with so much happening on the cloud, Ag- garwal said he didn’t want to miss the opportunity and hence joined Ramco Systems. Aggarwal is the first non-pro- moter CEO of the Chennai- based group that is also into textiles and cement. Ramco has had a cloud-based ERP product for about four years, but the company was more engineering-focussed than user-focussed. Since his joining, Aggarwal has orient- ed the company and the prod- uct from engineering-driven to usability-driven. Engineer- ing-heavy presentations were replaced with how the product could solve user problems. “We poured a lot of money into our product and, ideally speaking, we should’ve been the SAP of India. We are not. Now, we need to get our right- ful place in the global market,” said Aggarwal, who also accel- erated some of R&D efforts, while cutting down on re- search for the sake of it. Ramco is among the few com- panies globally that offer ERP on the cloud. It integrates Goo- gle Maps, Google Location and Directions to represent data spatially instead of through spreadsheets. What this means is a manager can view dealer sales by region and right away see which regions are lagging or leading. "Earlier, we were suffering from a syndrome that if we haven’t developed it, we will not offer it in our product. Now, we are saying, even if it is not developed here, if it is good and we can integrate it, we will do it,” said Aggarwal. All its 3,000 screens run on iPad, and many modules have a Facebook-like interface. The company says it is getting as many as 20 enquires per day from countries like Australia, New Zealand and the Scandina- vian countries with cloud-based model. Customers are even will- ing to be guided through the in- stallation on Skype. A lot of its marketing is digi- tal through Google Adwords, banner advertisements on websites, especially for the overseas audience, although traditional advertising on bill- boards and in-trade maga- zines are also happening. If the company was spending $100 a day on Google Adwords, it is now spending $200,000 a day, he says. Overall, the company expects sales and marketing spends — currently about 2-3% of reve- nue to increase to 10% of reve- nue in a year’s time. The global benchmark for sales and mar- keting spends for product com- panies is 20-30%. But how is this going to be funded? Ramco Systems had losses of . `8 crore on revenues of . `223 crore in fiscal 2012. In the latest quarter, losses were . `12 crore, although down from the previ- ous quarter. “We are focussed on revenue growth because in cloud busi- ness, revenue growth matters more than anything else, and we have a very short window before the big boys come in, so we have to occupy a space and build a brand name in that.” The top 70 people in the compa- ny have taken pay cuts and af- ter years of flying business class, Aggarwal now flies low- cost airlines. [email protected] Ramco Aims to Take on SAP, Oracle in Cloud Biz CEO Aggarwal driving makeover to position co for global play We poured a lot of money into our product and, ideally speaking, we should’ve been the SAP of India. We are not. Now, we need to get our rightful place in the global market VIRENDER AGGARWAL CEO, RAMCO SYSTEMS

Transcript of Etihad Unlikely to Gain from Jet Deal Soon Corporate THE ECONOMIC TIMES | MUMBAI | FRIDAY | 1...

Page 1: Etihad Unlikely to Gain from Jet Deal Soon Corporate THE ECONOMIC TIMES | MUMBAI | FRIDAY | 1 FEBRUARY 2013 ANINDYAUPADHYAY NEW DELHIT he deal between Jet Airways and Gulf carrier

6 �THE ECONOMIC TIMES | MUMBAI | FRIDAY | 1 FEBRUARY 2013Corporate

ANINDYA UPADHYAYNEW DELHI

The deal between Jet Airwaysand Gulf carrier Etihad Air-ways is unlikely to bring imme-

diate benefits for the foreign partnerafter it picks up a minority stake or24% equity in the Indian airline, saypeople in the government and the in-dustry. It will only be in due course oftime, say aviation analysts, that thestrategic tie-up will help increase In-dian traffic feed to Abu Dhabi as wellas raise the number of foreign pas-sengers coming into India for onwardtravel to nearby countries.

“As of financial year 2011, 2.68 mil-lion Indian fliers chose Emirates(Dubai) to fly abroad, 0.85 milliontravelled with Qatar Airways(through Doha) and 0.41 million flewEtihad. Basically, this is the gap thatEtihad would like to fill up in duecourse of time as a combine withJet,” consultancy firm Auctus Advi-

sors MD Manish Chheda said. This would also help Jet Airways

bring foreign passengers to Indiaand take them to other countries, he added.

The 24% equity stake sale, whichEtihad is said to be buying in the Na-resh-Goyal owned airline foraround .̀ 1,600 crore, does not give itvoting rights to veto company reso-lutions, which an investor gets onlyon picking up 26% stake. It wouldonly give the Abu Dhabi carrierboard representation.

In the backdrop of a meeting be-tween the Etihad management andcivil aviation minister Ajit Singh,the government will make it clearthat the deal doesn’t give any auto-matic benefits to the Gulf carrier,not even code-sharing for that mat-ter. “It changes nothing in our eyes.The Jet-Etihad combined entity willoperate as an India registered or do-mestic airline, while Etihad will beallowed 11 ports of call in India with

as many seats per week as the Air Ser-vices Agreement (ASA) permits be-tween India and the UAE,” a seniorgovernment official from the minis-try of civil aviation told ET.

The airlines will have to take gov-ernment permission for adding moreIndian routes, like they always did,the official added. “The same holdsfor Jet Airways for increasing fre-quencies to Abu Dhabi.”

This means that merely a deal withan Indian partner may not automati-cally increase Etihad’s reach into In-dian cities as the Air Service Agree-ments between India and Abu Dhabiwill be on a larger principle deter-mining how many seats it can fly intothe country and from which cities.

Meanwhile, other domestic carri-ers also say that they don’t perceiveany threat to their business with thisdeal. “Except for benefits on air car-go, on which India has an open skypolicy, there is nothing that is a causefor worry. The ball, like always, will

be in the government’s court in thematter of giving approvals for for-eign routes and that is somethingthat has to be observed closely for im-partiality,” an airline executive saidrequesting anonymity.

Jet expanded the existing code-share agreement with Etihad in De-

cember 2012 where it has begun plac-ing its code on Etihad’s flights operat-ing out of Abu Dhabi to Paris Charlesde-Gaulle airport. This allows pas-sengers on Jet Airways connectivityfrom India to Paris via Abu Dhabi.

[email protected]

Etihad Unlikely to Gain from Jet Deal SoonIt will take some time for the strategic tie-up between the two airlines to help increase traffic feed to Abu Dhabi, say experts

OUR BUREAUMUMBAI

Despite facing higher costson logistics and raw materi-als, Grasim Industries, theflagship of Aditya BirlaGroup, registered a 7% in-crease in net revenue to.̀ 6,768 crore, even as its con-solidated net profit declined18% to .̀ 549.17 crore. Grasimsaid that results for the cur-rent quarter were not com-parable as financial resultsof UltraTech Cement, the ce-ment subsidiary, for Decem-ber quarter included subsi-dies worth .̀ 86 crore for the earlier period, and Gra-sim's proportionate shareamounting to .̀ 25 crore in theloss incurred by the recentlyacquired pulp JV, AV Ter-race Bay, Canada is includedin the current quarter.

The company said thatmarket conditions for thetextile industry, the key con-sumer of viscose staplefibre (VSF), continued to bechallenging. This was com-pounded by the surplus VSFcapacity in China and de-pressed cotton prices.

“We are optimistic and ourcapex plans are on track,”said Adesh Gupta, whole-time director and CFO ofGrasim Industries.

Grasim’s capex plans in-volve almost .̀ 14,000 crore incement and viscose staplefibre businesses.

It has already spent .̀ 4,000crore and it plans to spendthis year another .̀ 6,000crore on the ongoing expan-sion projects. “Given thechallenging global and do-mestic market conditions,the company has performed

satisfactorily,” a companystatement said.

The company, which hasstakes in Idea, the group’stelecom venture and Ultra-Tech, its cement flagship,has begun to rationalise itsinvestments. In line withthe company’s long-termstrategy of exiting from un-related investments, thecompany has entered intoan agreement to sell its en-tire holding of 15% unquot-ed equity shares in Alexan-dria Carbon Black Co and2.75% quoted equity sharesin Thai Carbon Black com-pany to another group firm.

Gupta declined to elabo-rate whether this strategywill see its investments inother unrelated areas in-cluding telecom to be div-ested. It (telecom) is givingus a good return, and we’llcontinue to hold it as ofnow,” he said.

Grasim Net Declines18%, but Revenue up7% on Higher Costs

N SHIVAPRIYAMUMBAI

Virender Aggarwal, ex-Sa-tyam and HCL executive, isshaking things up at the Chen-nai-based Ramco Systems,where he joined as CEO aboutnine months ago. Ramco is oneof India’s few product compa-nies and the only one with anenterprise resource planningsoftware. Aggarwal is attempt-ing to position the technologycompany in the global marketto challenge established giantslike SAP and Oracle with itscloud product.

This might seem far-fetchedfor a company that has a frac-tion of the clients and is rackingup losses, but there are enoughindicators to show there is a ma-keover in progress at Ramco.

“There is nothing to guaran-tee it will work out. But there isa tectonic shift in technologyand we are at the right place atthe right time,” said Aggarwal,who quit his last assignment insearch of more excitement.

“It’s a feeling of being there,done that. Outsourcing todayis as interesting as producingcement. It’s more headcountbased.” And with so muchhappening on the cloud, Ag-garwal said he didn’t want tomiss the opportunity andhence joined Ramco Systems.Aggarwal is the first non-pro-moter CEO of the Chennai-based group that is also intotextiles and cement.

Ramco has had a cloud-basedERP product for about fouryears, but the company wasmore engineering-focussedthan user-focussed. Since hisjoining, Aggarwal has orient-ed the company and the prod-uct from engineering-drivento usability-driven. Engineer-ing-heavy presentations were

replaced with how the productcould solve user problems.“We poured a lot of money intoour product and, ideallyspeaking, we should’ve beenthe SAP of India. We are not.Now, we need to get our right-ful place in the global market,”said Aggarwal, who also accel-erated some of R&D efforts,while cutting down on re-search for the sake of it.

Ramco is among the few com-panies globally that offer ERPon the cloud. It integrates Goo-gle Maps, Google Location andDirections to represent dataspatially instead of throughspreadsheets. What this meansis a manager can view dealersales by region and right awaysee which regions are laggingor leading. "Earlier, we weresuffering from a syndrome thatif we haven’t developed it, wewill not offer it in our product.Now, we are saying, even if it isnot developed here, if it is goodand we can integrate it, we will

do it,” said Aggarwal.All its 3,000 screens run on

iPad, and many modules have aFacebook-like interface. Thecompany says it is getting asmany as 20 enquires per dayfrom countries like Australia,New Zealand and the Scandina-vian countries with cloud-basedmodel. Customers are even will-ing to be guided through the in-stallation on Skype.

A lot of its marketing is digi-tal through Google Adwords,banner advertisements onwebsites, especially for theoverseas audience, althoughtraditional advertising on bill-boards and in-trade maga-zines are also happening. Ifthe company was spending$100 a day on Google Adwords,it is now spending $200,000 aday, he says.

Overall, the company expectssales and marketing spends —currently about 2-3% of reve-nue to increase to 10% of reve-nue in a year’s time. The globalbenchmark for sales and mar-keting spends for product com-panies is 20-30%. But how isthis going to be funded?

Ramco Systems had losses of.̀ 8 crore on revenues of .̀ 223crore in fiscal 2012. In the latestquarter, losses were .̀ 12 crore,although down from the previ-ous quarter.

“We are focussed on revenuegrowth because in cloud busi-ness, revenue growth mattersmore than anything else, andwe have a very short windowbefore the big boys come in, sowe have to occupy a space andbuild a brand name in that.”The top 70 people in the compa-ny have taken pay cuts and af-ter years of flying businessclass, Aggarwal now flies low-cost airlines.

[email protected]

Ramco Aims to Take on SAP, Oracle in Cloud BizCEO Aggarwal driving makeover to position co for global play

We poured a lot of

money into our product

and, ideally speaking,

we should’ve been the

SAP of India. We are

not. Now, we need to

get our rightful place in

the global market

VIRENDER AGGARWALCEO, RAMCO SYSTEMS

OUR BUREAUMUMBAI

The country’s fifth-biggestpharmaceutical company, Lu-pin, has reported a 42.5% jumpin net profit to .̀ 335.2 crore inthe quarter to December, beat-ing street expectations.

The company said consolidat-ed revenue grew 37.5% over theyear-ago quarter to .̀ 2,501 crore,while earnings before interest,tax, depreciation and amortisa-tion (Ebitda) rose 62% to .̀ 605crore. US formulations, whichcontributed over 40% to its total

revenue, reportedsales of .̀ 1,039crore, registeringan increase of68%. The India for-mulations busi-ness at .̀ 570 crorecontributed 23%to the total reve-nue. I’rom Phar-maceutical,which Lupin ac-quired through itsJapanese subsidi-ary Kyowa, re-

ported a 48% rise in net sales to.̀ 365 crore. Lupin said its spend-ing on research and develop-ment rose to .̀ 509 crore in thequarter under review from .̀ 386crore in the year-ago period. Itsaid margins bucked the trend,improving 23%. “We had a re-cord quarter driven by strongoperating performance andgrowth in the US. Importantly,we continue to improve on mar-gins consistently,” said KamalR Sharma, managing directorat Lupin. The company, whichsaid it is the market leader in 22products out of the 43 productsmarketed in the US market,launched five new products.

Lupin ProfitJumps 43% to.̀ 335 cr, BeatsExpectations

38%Revenue

Growth

68%Sales growth

in US biz

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AJIT SINGH TO ET NOWAviation min-ister says both carriers are in talks with govt about the structure of their deal

1. Name of the Seller(Promoter) The Presidentof India, acting through the Ministry Ministry of Petroleum and and Natural Gas , Governmentof India.2. Name of the companywhose shares are Oil India Limited

proposed to be sold and ISIN ISIN: 1NE274J010143. Name of the stock exchanges where orders shall be placed BSE Limited (the “BSE”) and the National Stock Exchange of India Limited (the “NSE”) (collectively referred to

asthe “Stock Exchanges ”)4. Name of the designated stock exchange BSE Limited5. Date and time of the opening and closing of Sale The Sale shall take place on a separate window of the Stock Exchanges and shall commence on February 01,

2013 at 9.15 am, and shall close on the same day at 3.30 p.m. Indian Standard Time (“Sale Date”).6. Allocation methodology The allocation shall be on price priority method at multiple clearing prices in accordance with the SEBI OFS

Guidelines.A A minimum of 25% of the Sale Shares being offered shall be reserved for allocation to mutual funds registeredwith SEBI under the SEBI (Mutual Funds) Regulations 1996, as amended (“Mutual Funds”) and and insurancecompanies registered with the Insurance Regulatory and DevelopmentAuthority under the Insurance Regulatoryand DevelopmentAuthority ActAct, 1999. as amended (“Insurance Companies”) subject to receipt of valid bids or

orders at or above the Floor Price. In the event of any under-subscri ption by Mutual Funds and and InsuranceCompanies , the unsubscribed portion shall be available to the other Bidders.No single Bidder otherthan Mutual Funds and Insurance Companies shall be allocated more than 25% of the sizeof the Sale.

7. Total numberof equityshares being offered 6,01 13,157 equitysharesof face value of �10/-each , aggregatingto 10% of the total paid upcapital ofin the Sale (“Sale Shares”) the Company.

8. Maximum number of shares that the Seller intends to sell Nilover and and above referred in (7) above

9. Name of the broker(s) on behalf of the Seller 1. Citigroup Global Markets India Private Limited.(the “Seller’s Broker”) 2. HSBC Securities and Capital Markets (India) Private Limited.

3. Kotak Securities Limited.10. Dateandtime of declaration of Floor Price January31, 2013 between 3.30 p.m. and 6:00 p.m.

(ifSellerchooses to disclose itto the market)11 . Conditions forwithdrawal of the Sale The Seller reserves the right notto proceed with the Sale at any time before the time of the opening of the Sale on

the Sale Date. In such a case there shall be a cooling off period of 10 trading days from the date of withdrawalbefore another offer for sale on the Stock Exchanges may be made. The Stock Exchanges shall suitablydisseminate details of such withdrawal.

12. Conditions forcancellation of the Sale In the event (i) the aggregate number of orders received in the Sale at orabove the Floor Price is less than the totalnumber of Sale Shares offered under paragraph 7 of this advertisement, or (ii) of a default in setliementobligations, the Seller reserves the right to either conclude the Sale to the extent of valid bids or cancel the Sale infull. The decision to eitheraccept or reject the Sale shall be at the sole discretion of the Seller.

13. Conditions for participating in the Sale 1. The following orders shall be valid:(i) Orderswith 100% margin paid upfront by institutional investors and non-institutional investors.(ii) Orders without upfront margin placed by institutional investors only. Institutional investors shall have the

option to place orders/bid without an upfront margin.2. In the case of institutional investors who place bids with 100% upfront margin, custodian confirmation shall be

issued within trading hours. In the case of institutional investors who place orders without upfront margin,custodian confirmation confirmation shall be as perthe existing rules for secondary market transactions.

3. Such funds shall neither be utilised against any other obligation of the trading member nor co-mingled withother segments.

4. 4. Orders placed by institutional investors and non-institutional investors by depositing 100% of the marginupfront can be modified orcancelled at anytime during the trading hours.

5. Orders placed by institutional investors at the time of bidding in the Sale without paying any upfront margincannot be cancelled or modified by the institutional investors or stock brokers , except for making upwardrevision in the price or quantity.

5. The investors shall also be liable to pay any other fees as may be levied by the Stock Exchanges, including

securities transaction tax.6. In case of any permitted modifications or cancellation of the bids/orders by investors, the funds shall be

released/collected on a real-time basis by the Stock Exchanges.7. In case of any default in pay-in, an amount equal to 10% of the order value shall be forfeited as penalty from

such investor and collected from the broker. Such amount shall be credited to the Investor Protection Fund ofthe Stock Exchanges.

8. Multiple ordersfrom a single buyershall be permitted.14. Settlement Settlement shall take place on a trade for trade basis. For non-institutional investors and institutional investors

who place orders with 100% upfront margin, settlement shall take place on T+1 (T being the Sale Date i.e.February 1, 2013 and 1+1 being February 4, 2013), in accordance with the SEBI OFS Guidelines. In the case ofinstitutional investors who place bids without payment of any upfront margin, settlement shall be as per the

existing rules forsecondary markettransactions (i.e. on T + 2 being February 5,2013).

Not for Release , Publication or Distribution in or into the United States States or Other Jurisdictions (as defined below) . See “ Important Information ” below.

The undersigned is directed to refer circular number CIR1MRD/DP/1 8/201 2 dated July 1 8, 2012 notitied by Securities and Exchange Board of India (SEBI) pertaining to comprehensiveguidelines on offer for sale (“OFS”) of shares by promoters through the stock exchange mechanism, as amended by circular number CIRJMRD/DP/04/201 3 dated January 25, 2013(“SEBI OFS Guidelines ”).This advertisement is being issued by the Seller in pursuance of Clause 4 ofthe said SEBI OFS Guidelines, The President of India, acting through the Ministry of Petroleum and NaturalGas , Government of India is the Promoter of Oil India Limited (the “Company”) The Promoter (“Seller”), proposes to sell 6,01 , I 3,1 57 equity shares ofthe Company (“Sale Shares”) offace value of�1 0/- each, aggregating to I 0% ofthe total paid up capital ofthe Company on January 29, 201 3 in accordance with the SEBI OFS Guidelines and in accordance with noticenumber 201 201 20222-34 dated February 22, 201 2, notice number 20120228-30 dated February 28, 201 201 2 , notice number 201 201 20727-26 dated July 27, 201 2 and notice number 20130129-23 dated January 29, 2013 issued bythe BSE Limited (“BSE”) and circular bearing reference number52/2012 dated August 2, 201 2 and circular dated January 30, 2013 issued by theNational Stock Exchange of India Limited (“NSE”, and together wi th the BSE , the “Stock Exchanges” and such an offerforsa le hereinafter referred to as the “Sale”).The Sale shall be undertaken exclusively through the Seller’s Brokers named belowon a separate window provided by the Stock Exchanges forthis purpose.The details ofthe Sale, in accordance with the requirements ofclause 5(b) ofthe SEBI OFS Guidelines and, are set forth below. In addition, other important information in relation to theSale is set out below under the heading “IMPORTANT INFORMATION”. and all information included therein constitutes an integral part of the terms and conditions of the Sale. TheBrokers and prospective buyers are required to read the information included in this advertisement in its entiretyalong with the SEBI OFS Guidelines.

Name ofthe Seller(Promoter) The Presidentof India. actinci throuah the MinistrMinistry y ofPetroleum and and Natural Gas. Governmentof India.

IMPORTANT INFORMATION

The Sale is personal to each prospective buyer (including individuals, funds or otherwise) registered with the brokers of the Stock Exchanges who makes a bid (each, a “Bidder”) andneither the Sale; the notice dated January 30, 201 3 issued by the Sellerto Stock Exchanges as required by the SEBI OFS Guidelines (the “Notice”); northis advertisement constitutesan offerto sell or invitation orsolicitation ofan offerto buyto the public orto any other person or class of persons requiring any prospectus or offerdocumentto be issued, submitted to orfiled with any regulatory authority orto any other person orclass ofperson within or outside India.The Sale is being carried out in accordance with SEBI OFS Guidelines and subject to the circulars , guidelines, rules and regulations ofthe Stock Exchanges. There will be no public offerofthe Sale Shares in India underthe CompaniesAct, 1 956 , as amended (the “CompaniesAct”) or any otherjurisdiotion. Therefore, no documents have been orwill be prepared as an‘offer document” or a �prospectus” under the Companies ActAct, and/or SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (“SEBI (ICDR)Regulations”), and/orsubmitted to orregistered with the RegistrarofCompanies . SEBI. the Stock Exchanges orany other regulatory orlisting authority in India oranyother jurisdictionand no such documentwill be circulated ordistributed to any person in India orany otherj urisdiction.The information/commitments given to the buyers are given solely on the basis of publicly available information and previously published information by the Company available withSF81 or the Stock Exchanges, on the Company’s website or otherwise in the public domain, togetherwith the information contained in this advertisement. and and shall be subject to theterms setforth in the contract note to be provided to the prospective successful buyers.This advertisement is for information purposes only and is neither an offer nor invitation to buy orsell nor a solicitation ofan offerto buy orsell any securities. norsha ll there be any sale of

securities securities in anyjurisdiction (“OtherJurisdiction”) in which such offer, solicitation orsale is or may be unlawful, whether priorto registration orqualification underthe securities laws ofany such jurisdiction or otherwise. This advertisement and the information contained herein are not for publication or distribution, directly or indirectly, in or to persons in any OtherJurisdiction unless permitted pursuant to an exemption under the relevant laws laws or regulations in such Other Jurisdiction. Prospective purchasers should seek appropriate legal advicepriorto participating in the Sale.This advertisement is neither an offer to sell nor a solicitation of an offer to buy any Sale Shares in the United States ofAmerica, its territories and possessions , any state ofthe UnitedStates ofAme rica , and the District ofColumbia (together, the “United States ”). This advertisement and the information contained herein are notforrelease , publication ordistribution,in whole or in part, in the United States. The Sale Shares shall be offered within the United States only to qualified institutional buyers (“QIBs” and each a “QIB”) within the meaning ofRule 144A underthe U.S. SecuntiesActof 1933, as amended (the “SecuritiesAct”) and outside the United States in offshoretransactions pursuantto Regulation S (“RegulationS”)underthe SecuritiesAct. The Sale Shares have not been and will not be registered underthe SecuritiesAct , or underthe securities laws ofanystate ofthe United States or any otherjurisdiction and may not be offered or sold in the United States except in transactions exempt from the registration requirements of the Securities Act. The buyers of Sale Shares areadvised that any resale of Sale Shares must be made in accordance with or in transactions exempt from or not subject to the registration requirements under the securities laws in theUnited States.By submitting a bid in connection with the Sale or receiving any Sale Shares , each Bidder and any broker acting on such Bidder’s behalf shall be deemed to have (a) read andunderstood the terms ofthe Notice in its entirety; (b) accepted and complied with the terms and conditions set out in the Notice and this advertisement; (c) represented, agreed andacknowledged that such Bidder is, and at the time the Sale Shares are purchased, will be either (I) located outside the United States and purchasing such Sale Shares in an offshoretransaction pursuantto Regulation S. or (ii) a QIB purchasing the Sale Shares in a transaction exempt from the registration requirements ofthe SecuritiesAct.By submitting a bid on behalfof a Bidder in connection with the Sale, each brokerwill also be deemed to have represented, agreed and acknowledged that it is located outside the UnitedStates and that none of the broker, its affiliates or any person acting on its or their behalf (a) has offered or will offer and sell the Sale Shares in the United States except to QIBs intransactions exemptfrom the registration requirements ofthe SecuntiesAct , or (b) has engaged orwill engage in any directed selling efforts with respect to the Sale Shares (within themeaning of Regulation S) in connection with the offer or sale of the Sale Shares or has engaged or will engage engage in any form of general solicitation or general advertising (within themeaning of Regulation 0 underthe SecuritiesAct) in connection with the Sale in the United States.

Sd/-(Raj Sekhar Sikdar)

Under Secretary to the Govt. of India

GOVERNMENT OF INDIAMINISTRY OF PETROLEUM & NATURAL GAS